5): Completion and Post-Completion Steps Relevant To Freehold And/Or Leasehold Property Transaction Including Remedies For a Delayed Completion

Question 1

How does completion take place in person vs. by post?

Answer 1

1. In person:
   ▸ Meeting at seller’s solicitor’s office
   ▸ Buyer’s solicitor sends funds, rechecks title
   ▸ Seller releases deeds, DS1, and keys
2. By post (Law Society Code):
   ▸ Must be agreed
   ▸ Buyer sends funds/docs early
   ▸ Seller completes, discharges mortgage, confirms

Question 2

When does legal title pass?

Answer 2

Registered land: On registration at HMLR (within 30-day priority)

Unregistered land: On completion

Question 3

What are the tax deadlines post-completion + Forms?

Answer 3

England: Pay SDLT in 14 days → Get SDLT5

Wales: Pay LTT in 30 days → Get WRA certificate

Question 4

What are post-completion steps for registered and unregistered land?

Answer 4

Registered (within 30 days):
- File Form AP1 + TR1
- SDLT5/WRA
- HMLR fee
- DS1, DL
▸ Register buyer + new mortgage + remove old mortgage

Unregistered (within 2 months):
▸ File Form FR1 with title docs, mortgage, overriding interests

Question 5

What happens with the mortgage if the buyer is a company?

Answer 5

Register mortgage at Companies House within 21 days

Question 6

When are damages or compensation payable for delayed completion?

Answer 6

1. Common law: Breach if party fails to complete (Hadley v Baxendale)
   ▸ Innocent party can’t terminate unless time made of the essence
2. SCS/SCPC:
   ▸ SCS: Either party liable
   ▸ SCPC: Buyer liable only
   ▸ Compensation = (Price – Deposit) × Rate ÷ 365 × Days late

Question 7

What is the effect of a notice to complete?

Answer 7

Makes time of the essence

Gives 10 working days to complete

Failure = right to rescind

Question 8

What happens if a party fails to comply with the notice to complete?

Answer 8

Buyer in default: Seller rescinds + keeps deposit

Seller in default: Must return deposit + pay damages

Question 9

When can a party rescind under SCS/SCPC?

Answer 9

Misrepresentation

Leasehold licence not obtained

Non-compliance with notice to complete

Question 10

What are the effects of rescission?

Answer 10

Deposit (with interest) returned

Return of all documents

Cancellation of contract registration (if made)